Beeline Holdings, Inc. — Director's Dealing 2025

Jun 16, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Beeline Holdings, Inc. (BLNE)
CIK: 0001534708
Period of Report: 2025-06-13

Reporting Person: Liuzza Nicholas Reyland JR (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-06-13	Common Stock	P	10	$0.6595	Acquired	1768058	Direct
2025-06-13	Common Stock	P	2906	$0.6599	Acquired	1770964	Direct
2025-06-13	Common Stock	P	217	$0.6573	Acquired	1771181	Direct
2025-06-13	Common Stock	P	108467	$0.66	Acquired	1879648	Direct
2025-06-13	Common Stock	P	400	$0.6599	Acquired	1880048	Direct
2025-06-13	Common Stock	P	1500	$0.6631	Acquired	1881548	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-06-13	Series G Convertible Preferred Stock	$1.67	A	296078	Acquired		Common Stock (90149)	Direct
2025-06-13	Warrants to Purchase Common Stock	$0.66	A	145797	Acquired		Common Stock (145797)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	223716	Indirect

Footnotes

F1: The reporting person is trustee of the trust, and members of the reporting person's immediate family are beneficiaries of the trust.

F2: Represents Series G Convertible Preferred Stock ("Series G") purchased by the reporting person pursuant to a Securities Purchase Agreement with the issuer. The Series G are convertible into common stock at a conversion price of $1.67 per share.

F3: The preferred stock is perpetual and therefore has no expiration date.

F4: The reporting person paid a purchase price of $151,000 for the Series G and accompanying warrants. The reporting person had previously purchased $3,897,159 of Series G and accompanying warrants in transactions prior to June 13, 2025 as previously reported on prior Form 4s, for a total investment in the Series G and accompanying warrants of $4,048,159. Common stock amounts give effect to price protection adjustment provisions, which may be subject to further adjustments based on lower priced sales of common stock or common stock equivalents by the Company or if the Company obtains waivers to such adjustment provisions from the holders of these securities. Conversions of Series G and exercise of warrants are subject to shareholder approval as and to the extent required by the rules of The Nasdaq Capital Market.

F5: Represents common stock purchase warrants having a five-year term, which were purchased pursuant to the Securities Purchase Agreement referred to in footnote (2).